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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    August 27,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-51771
 SMART MODULAR TECHNOLOGIES
    (WWH), INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Cayman Islands(State or Other Jurisdiction
    of
    Incorporation or Organization)

39870 Eureka Drive
    Newark, CA 94560(Address of Principal
    Executive Offices)

20-2509518(I.R.S. Employer
    Identification Number)   (510) 623-1231
 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredOrdinary Shares, $0.00016667 par value

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





SMART
    MODULAR TECHNOLOGIES (WWH), INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED AUGUST 27, 2010
  
  TABLE OF CONTENTS
  PART I




2Item 1.

Business


2Item 1A.

Risk Factors


8Item 1B.

Unresolved Staff Comments


32Item 2.

Properties


32Item 3.

Legal Proceedings


33Item 4.

(Removed and Reserved)


35PART II




35Item 5.

Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


35Item 6.

Selected Financial Data


37Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


39Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


51Item 8.

Financial Statements and Supplementary Data


52Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


52Item 9A.

Controls and Procedures


52Item 9B.

Other Information


52PART III




53Item 10.

Directors, Executive Officers and Corporate
    Governance


53Item 11.

Executive Compensation


53Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


53Item 13.

Certain Relationships and Related Transactions
    and Director Independence


53Item 14.

Principal Accountant Fees and Services


53PART IV




53Item 15.

Exhibits and Financial Statement Schedules.


53SIGNATURES


89EX-21.1EX-23.1EX-31.1EX-31.2EX-32    Form 10-K
 1




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
   PART I  Item 1.
    Business  Overview
     2




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Our
    Products and Services
    Memory
    Products and Services
  DRAM Modules.
  SRAM.
  Product-Related Logistics and Services.
 3




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Solid
    State Storage Products
  Solid State Drives. easy-to-integrate,
  
    XceedIOPS  high performance, high reliability and
    high endurance meet the requirements for read/write intensive
    applications in the enterprise storage and server market;
    XceedSecure  unique data security technology
    appropriate for defense and aerospace applications;
    Xcel  high performance and industrial temperature
    range (I-temp) appropriate for performance and environmentally
    sensitive applications in the industrial market;
    XceedSCSI  appropriate for interfacing with certain
    discontinued hard disk drive products targeted at the legacy
    Small Computer Systems Interface (SCSI) market; and
    XceedLite  optimized power consumption to enable
    mobile computing platforms.    Embedded Storage Products  Flash Memory Cards and
    Modules.
  Embedded
    Computing Products
    Display
    Products
  point-of-service,
 4




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Design,
    Manufacturing and Test
  Design
  time-to-market
    Manufacturing
  time-to-market
  Test
    Suppliers
   5




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Customers
    Sales,
    Support and Marketing
  on-site
      Research
    and Development
     6




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Intellectual
    Property
    Backlog
    Competition
       7




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Employees
    Environmental
    Matters
    Financial
    Information About Geographic Area
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K. www.sec.gov
  Item 1A.
    Risk
    Factors   8




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##### Table of Contents



Risks
    Related to Our Business
  We are
    subject to the cyclical nature of the markets in which we
    compete and downturns adversely affect our business, results of
    operations and financial condition.
  and/or
  and/or
  period-to-period
  We
    have experienced quarterly losses in the past and may experience
    periodic losses in the future. Our results of operations for any
    particular period may not be indicative of our future
    results.
   9




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Declines
    in memory component prices and our average selling prices may
    result in declines in our net sales and gross profit and could
    have a material adverse affect on our business, our results of
    operations and our financial condition.
    Sales
    to a limited number of customers represent a significant portion
    of our net sales, and the loss of any key customer or key
    program would materially harm our business, our results of
    operations and our financial condition.
       10




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Our
    customers are primarily in the computing, networking,
    communications, printer, storage and industrial markets, and the
    current and future fluctuations in demand in these markets may
    adversely affect sales of our products.
  period-to-period
  Customer
    demand is difficult to accurately forecast and, as a result, we
    may be unable to optimally match purchasing and production to
    meet customer demand which in turn can have an adverse impact on
    our business, our results of operations and our financial
    condition.
    Worldwide
    economic conditions and other factors may adversely affect our
    operations, cause fluctuations in demand for our products and
    have a material adverse impact on our business, our results of
    operations and our financial condition.
      
    a downturn in the server, PC and computing, networking, storage
    and/or
    communications industries;
    changes in consumer confidence caused by changes in market
    conditions, including changes in the credit market, expectations
    for employment and inflation, and energy prices; 11




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
    changes in the level of customers components inventory;
    competitive pressures, including pricing pressures, from
    companies that have competing products, architectures,
    manufacturing technologies, and marketing programs;
    changes in customer product needs;
    strategic actions taken by our competitors; and
    market acceptance of our products.  and/or
  A
    recurrence of the recent financial crisis or a deterioration of
    recently-improved financial conditions could negatively affect
    our business, results of operations and financial
    condition.
    Order
    cancellations or reductions, product returns, selling price
    decreases and product obsolescence could result in lower net
    sales and substantial inventory write-downs or write-offs which
    in turn can have a material adverse impact on our business, our
    results of operations and our financial condition.
  and/or
 12




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Our
    logistics business requires us to make inventory purchases based
    on customer forecasts which can be unpredictable and which can
    in turn cause us to have significant increases in inventory from
    time to time resulting in a negative impact on our cash flow and
    possibly resulting in inventory write-downs or
    write-offs
    which could have a material adverse impact on our results of
    operations and our financial condition.
  and/or
  New
    product development, particularly our solid state storage
    products, requires significant investment and if we fail to
    develop new or enhanced products and introduce them in a timely
    manner, this could have a material adverse impact on our
    competitiveness, our results of operations and our financial
    condition.
    first-to-market
   13




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Transitions
    to newer technologies can result in inventory write-offs,
    product shortages and can cause our manufacturing equipment to
    become obsolete in a shorter period of time than the initially
    estimated useful life causing us to incur impairment charges or
    accelerate depreciation rates, all of which can have a material
    adverse effect on our results of operations and financial
    condition.
  and/or
  Our
    dependence on a small number of sole or limited source suppliers
    subjects us to certain risks and our results of operations would
    be materially adversely affected if we are unable to obtain
    adequate supplies in a timely manner.
  and/or
    An
    increasing number of our OEM customers may design standard
    modules into their products which could reduce demand for our
    higher-priced customized memory solutions.
   14




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The
    flash memory market is constantly evolving and increasingly
    competitive, and we may not have rights to manufacture and sell
    particular products utilizing certain flash formats, or we may
    be required to pay a royalty to sell products utilizing these
    formats.
  and/or
  Our
    growth initiatives require significant capital investments and
    we cannot be assured that we will realize a positive return on
    these investments.
    Industry
    consolidation and company failures could adversely affect our
    business by reducing the number of potential customers,
    increasing our reliance on our existing key customers and
    reducing the competitiveness of our supplier base.
  and/or
  We may
    make acquisitions of companies and/or technologies which involve
    numerous risks. If we are not successful in integrating the
    technologies, operations and personnel of acquired businesses or
    fail to realize the anticipated benefits of an acquisition, our
    business, our results of operations and our financial condition
    may be adversely affected.
   15




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
    problems integrating the purchased operations, technologies or
    products;
    unanticipated costs or expenses associated with an acquisition
    or investment including write-offs of goodwill or other
    intangible assets;
    negative effects on profitability resulting from an acquisition
    or investment;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have little
    or no prior experience and markets with complex government
    regulations;
    loss of key employees of the acquired business; and
    litigation arising from an acquired companys operations.    We may
    not be able to maintain or improve our competitive position
    because of the intense competition in the markets we
    serve.
       16




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and/or and/or
    Our
    net sales are impacted by achieving design wins and
    qualifications of our products into commercially successful OEM
    systems and the failure to achieve design wins and
    qualifications or the failure of OEM customers to incorporate
    our products into their systems could adversely affect our
    operating results and prospects.
    Our
    business is dependent upon our OEM customers continuing to
    outsource the design and manufacturing of value added
    subsystems.
   17




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Our
    future success is dependent on our ability to retain key
    personnel, including our executive officers, and to attract
    qualified personnel. If we lose the services of these
    individuals or are unable to attract new talent, our business
    may be adversely affected.
    We
    rely, in part, on third-party sales representatives to assist in
    selling our products, and the failure of these representatives
    to perform as expected could reduce our future
    sales.
    Disruption
    of our operations at our manufacturing facilities would
    substantially harm our business.
  ramp-up
  As a
    result of our acquisition of Adtron, a small portion of our
    sales are dependent on defense-related companies and changes in
    military spending levels and patterns could negatively affect
    us.
   18




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off-the-shelf off-the-shelf and/or
  The
    competitive bid process for, and the terms and conditions of,
    government contracts may have a negative effect on our business
    and our results of operations.
    If we
    fail to maintain an effective system of internal controls or
    discover material weaknesses in our internal controls over
    financial reporting, we may not be able to report our financial
    results accurately or detect fraud, which could harm our
    business, our results of operations and our financial condition
    and the trading price of our ordinary shares.
  and/or
 19




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Compliance
    with Section 404 of the Sarbanes-Oxley Act of 2002 and
    other regulations and requirements, including corporate
    governance and public disclosure, is costly and may result in
    additional expenses.
    Changes
    in, or interpretations of, tax regulations or rates, or changes
    in the geographic dispersion of our revenues, or changes in
    other tax benefits, may adversely affect our income, value-added
    and other taxes, which may in turn have a material adverse
    effect on our cash flow and financial condition.
     20




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and/or and/or
      Our
    plans to establish a corporate research and development center
    in Brazil may not achieve the results we anticipate which would
    have an adverse impact on our business, our cash flow, our net
    income and our financial condition.
     21




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We
    receive certain beneficial tax treatment as a result of being a
    Cayman Islands company.
  non-U.S. subsidiaries
  If our
    goodwill or intangible assets become impaired, we may be
    required to record a significant charge to
    earnings.
   22




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Our
    indemnification obligations to our customers and suppliers for
    product defects and other matters could require us to pay
    substantial damages.
  and/or
  Our
    operations in foreign countries subject us to political and
    economic risks, which could have a material adverse effect on
    our results of operations and our financial
    condition.
  and/or
  and/or
    Our
    operations in foreign countries are more difficult to manage
    which may expose us to additional risks that may not exist in
    the United States, which in turn could have a negative impact on
    our business, our results of operations and our financial
    condition.
   23




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day-to-day
  Worldwide
    political conditions and threats of terrorist attacks may
    adversely affect our operations and demand for our
    products.
        Unfavorable
    currency exchange rate fluctuations could cause currency
    exchange losses, could result in our products becoming
    relatively more expensive to our overseas customers and could
    increase our manufacturing costs, each of which could adversely
    affect our business and our profitability.
    Our
    worldwide operations could be subject to natural disasters and
    other business disruptions, which could have a material adverse
    effect on our business, our results of operation and our
    financial condition.
  and/or
 24




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Our
    ability to compete successfully and achieve future growth will
    depend, in part, on our ability to protect our intellectual
    property, as well as our ability to operate without infringing
    upon the intellectual property of others. Activities in the area
    of intellectual property rights, including litigation and
    various patent processes can cause us to incur substantial
    expenses that can have an adverse impact on our results of
    operations.
    
    prevent our competitors from independently developing similar
    products, duplicating our products or designing around the
    patents owned by us;
    prevent third-party patents from having an adverse effect on our
    ability to do business;
    provide adequate protection for our intellectual property rights;
    prevent disputes with third parties regarding ownership of our
    intellectual property rights;
    prevent disclosure of our trade secrets and know-how to third
    parties or into the public domain;
    prevent the challenge, invalidation or circumvention of our
    existing patents;
    result in patents that lead to commercially viable products or
    provide competitive advantages for our products; or
    result in issued patents or registered trademarks from any of
    our pending applications.    and/or
   25




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and/or
  Our
    indemnification obligations for the infringement by our products
    of the intellectual property rights of others could require us
    to pay substantial damages.
  and/or
  We
    could incur substantial costs or liabilities as a result of
    violations of environmental laws.
    We are
    subject to a variety of federal, state and international laws
    and regulatory regimes. Failure to comply with governmental laws
    and regulations could subject us to, among other things,
    mandatory product recalls, penalties and investigation and legal
    expenses which could have an adverse effect on our
    business.
   26




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wage-hour
    and/or
    If we
    undertake additional restructuring measures in the future as we
    have done in the past, we may not be able to effectively
    implement such future restructuring measures, and such
    restructuring measures may not result in the expected benefits,
    any of which would negatively impact our future results of
    operations.
    and/or
 27




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Risks
    Related to Our Debt
  Restrictive
    covenants contained in our senior secured revolving line of
    credit facility (the WF Credit Facility) and the
    indenture relating to our senior secured floating rate notes
    (the Notes) may restrict our current and future
    operations, particularly our ability to respond to changes or to
    take some actions, and our failure to comply with such
    covenants, whether due to events beyond our control or
    otherwise, could result in an event of default which could
    materially and adversely affect our operating results and our
    financial condition.
        Disruption
    in the financial markets may adversely impact the availability
    and cost of credit and cause other disruptions and additional
    costs at a time when we may need capital to refinance our debt
    or to fund growth.
  U.S. and/or and/or
  Our
    indebtedness could impair our financial condition and harm our
    ability to operate our business.
      
    it may limit our ability to service all of our debt obligations;
    it may impair our ability to obtain additional financing in the
    future for working capital, capital expenditures, acquisitions,
    general corporate purposes or other purposes; 28




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
    a significant portion of our cash flow from operations must be
    dedicated to the payment of interest and principal on our debt
    which would reduce the funds available to us for our operations;
    some of our debt is and will continue to be at variable rates of
    interest, which would result in higher interest expense in the
    event of increases in those interest rates;
    our debt agreements contain, and any agreements to refinance or
    amend the terms of our debt likely will contain, financial and
    restrictive covenants, and our failure to comply with them may
    result in an event of default which, if not cured or waived,
    could have a material adverse effect on our business and our
    financial condition;
    it may increase our vulnerability to general economic downturns
    and adverse industry conditions; and
    it may limit our flexibility in planning for, or reacting to,
    changes in our business and our industry.  To
    service our debt and grow our business, we will require a
    significant amount of cash and we may not be able to generate
    sufficient cash flow from operations to satisfy these
    obligations or to refinance these obligations on acceptable
    terms, or at all.
    and/or
  Our
    existing debt is subject to floating interest rates, which may
    cause our interest expense to increase and decrease cash
    available for operations and other purposes.
   29




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Risks
    Related to Our Ordinary Shares
  The
    price of our ordinary shares may be volatile and subject to wide
    fluctuations.
    
    actual or anticipated variations in quarterly operating results;
    changes in financial estimates by us or by any securities
    analysts, or our failure to meet the estimates made by us or by
    securities analysts;
    changes in the market valuations of other companies operating in
    our industry;
    announcements by us or our competitors of significant technology
    changes, acquisitions, strategic partnerships, divestitures, or
    restructuring initiatives, or other events that affect us or
    companies in our industry;
    loss of a major customer or of significant business at a major
    customer;
    additions or departures of key personnel;
    a general downturn or uptick in the stock market; and
    developments in existing litigation or the filing of new
    litigation against us.    We may
    experience significant
    period-to-period,
    quarterly and annual fluctuations in our net sales and operating
    results, which may result in volatility in our share
    price.
  period-to-period
    
    the timing and volume of orders from our customers;
    the rate of acceptance of our products by our customers,
    including the rate of design wins;
    the demand for and life cycles of customer products
    incorporating our products;
    the rate of adoption of our products in the end markets we
    target;
    cancellations or deferrals of customer orders or commitments in
    anticipation of lower pricing, new products or product
    enhancements from us or our competitors or other providers;
    changes in product mix;
    the rate at which new markets emerge for products we are
    currently developing or for which our design expertise can be
    utilized to develop products for new markets;
    production levels of our suppliers or other factors impacting
    our ability to procure the components we need to manufacture our
    products;
    changes in the cost or availability of components; 30




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
    significant volatility in prices of wafers, DRAMs, flash and
    other components;
    the timing and acceptance of our new or enhanced products, or
    products introduced by our competitors
    and/or our
    suppliers;
    changes in the average selling prices of our products;
    fluctuations in demand for our products;
    changes in supply and demand conditions;
    order cancellations, product returns and inventory buildups by
    customers, and inventory write-downs;
    manufacturing inefficiencies associated with the
    start-up of
    new products and low volume production;
    expenses associated with strategic transactions, including
    acquisitions, joint ventures, joint development and capital
    investments; and
    increases in research and development and sales and marketing
    expenses in connection with new product initiatives.  period-to-period
  Our
    articles of association do not provide for shareholder proposals
    other than nominations to our board of directors and do not
    explicitly provide for periodic elections of our directors, each
    of which could negatively affect the ability of shareholders to
    exercise control over us.
    Future
    sales of shares or issuances of shares, options or warrants in
    connection with acquisitions or financings could depress our
    share price.
   31




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Anti-takeover
    provisions in our organizational documents may discourage our
    acquisition by a third party, which could limit
    shareholders opportunity to sell their shares at a
    premium.
    We are
    a Cayman Islands company and, because the rights of shareholders
    under Cayman Islands law differ from those under U.S. law,
    shareholders may have difficulty protecting their shareholder
    rights.
      
    to recognize or enforce against us judgments of courts of the
    United States based on certain civil liability provisions of
    U.S. securities laws; or
    to impose liabilities against us, in original actions brought in
    the Cayman Islands, based on certain civil liability provisions
    of U.S. securities laws that are penal in nature.      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   32




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Building Size


Leased orLocation

(Sq. Feet)


Owned

Expiration

CapabilitiesNewark, California


79,500


Leased

April 2016

Manufacturing, Design & SalesPenang, Malaysia


90,000


Owned

N/A

Manufacturing & SalesAtibaia, Brazil


73,200


Leased

September 2012

Manufacturing & SalesAguada, Puerto Rico


51,000


Leased

June 2013

Manufacturing & SalesPhoenix, Arizona


20,600


Leased

May 2011

Design & SalesTewksbury, Massachusetts


10,700


Leased

March 2011

Design & SalesTewksbury, Massachusetts


10,600


Leased

November 2010

Design & SalesIrvine, California


4,400


Leased

August 2012

Design & SalesSung Nam City, Korea


1,900


Leased

July 2012

Design & Sales         Item 3.
    Legal
    Proceedings    Tessera
    
    a permanent general exclusion order excluding from entry into
    the U.S. all small-format BGA semiconductor packaged DRAM
    chips (BGA chips) and products containing the same
    that infringe any claim of the Asserted Patents, and all
    products (e.g., personal computers or PCs) that
    contain such infringing BGA chips;
    a permanent exclusion order excluding from entry into the
    U.S. all semiconductor chips with small-format BGA
    semiconductor packaging which are manufactured, imported or sold
    for importation which infringe any claim of the Asserted
    Patents, and all products (e.g., PCs) that contain such
    infringing BGA chips; and
    permanent cease and desist orders directing each respondent
    having domestic inventories to cease and desist from importing,
    marketing, advertising, demonstrating, sampling, warehousing
    inventory for distribution, offering for sale, selling,
    distributing, licensing, or using any semiconductor chips with
    small-format BGA 33




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semiconductor packaging
    and/or
    products containing such semiconductor chips, that infringe any
    claim of the Asserted Patents.  No. 337-TA-630.
  No. 2:07-cv-534,
  Ring
    Technology
  and/or and/or
  Brazil
    ICMS Assessment
  and/or and/or
 34




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and/or
  Item 4.
    (Removed
    and Reserved) PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Shareholder
    Matters and Issuer Purchases of Equity Securities  Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    Rule 10b5-1
 35




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Market
    for Our Common Stock and Related Shareholder Matters
    High


LowFiscal Year 2010:First quarter

$
5.62


$
3.42Second quarter

$
7.79


$
4.22Third quarter

$
8.75


$
5.04Fourth quarter

$
7.22


$
4.31Fiscal Year 2009:First quarter

$
3.36


$
0.76Second quarter

$
2.65


$
0.76Third quarter

$
2.99


$
1.04Fourth quarter

$
4.20


$
2.10     Dividend
    Policy
   36




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Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN*
  
 ASSUMES $100 INVESTED ON FEB. 03, 2006
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING AUG. 27, 2010
        Item 6.
    Selected
    Financial Data  Form 10-K.
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
 37




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Fiscal Year EndedAugust 27,


August 28,


August 29,


August 31,


August 25,2010


2009


2008


2007


2006(In thousands, except per share amounts)Statement of Operations Data:Net sales

$
703,090


$
441,317


$
670,151


$
844,627


$
727,206Cost of sales


537,034



351,478



550,420



695,054



600,632Gross profit


166,056



89,839



119,731



149,573



126,574Operating expenses:Research and development


25,102



19,811



20,164



16,383



15,545Selling, general and administrative


60,120



55,505



59,849



59,552



54,917Goodwill impairment






10,416



3,187







Restructuring charges






2,810



1,938







In-process research and development charge










4,400







Advisory service agreements fees


















10,303Total operating expenses


85,222



88,542



89,538



75,935



80,765Income from operations


80,834



1,297



30,193



73,638



45,809Interest expense, net


(4,410
)


(6,609
)


(5,355
)


(7,381
)


(15,153
)Other income (expense), net


5,085



(520
)


2,557



934



2,567Total other expense


675



(7,129
)


(2,798
)


(6,447
)


(12,586
)Income (loss) before provision for income taxes


81,509



(5,832
)


27,395



67,191



33,223Provision for income taxes


28,938



5,571



18,421



9,458



914Net income (loss)

$
52,571


$
(11,403
)

$
8,974


$
57,733


$
32,309Net income (loss) per ordinary share, basic

$
0.84


$
(0.18
)

$
0.15


$
0.97


$
0.60Net income (loss) per ordinary share, diluted

$
0.81


$
(0.18
)

$
0.14


$
0.91


$
0.55Shares used in computing net income (loss) per ordinary share,
    basic


62,344



61,699



60,985



59,636



54,265Shares used in computing net income (loss) per ordinary share,
    diluted


64,942



61,699



63,555



63,782



59,189   August 27,


August 28,


August 29,


August 31,


August 25,2010


2009


2008


2007


2006(In thousands)Balance Sheet Data:Cash and cash equivalents

$
115,474


$
147,658


$
115,994


$
144,147


$
85,620Working capital


288,239



268,811



269,709



251,459



184,799Total assets


544,401



403,738



447,148



453,077



426,456Total long-term debt


55,072



81,250



81,250



81,250



81,250Total shareholders equity


303,580



234,825



246,906



221,426



150,663  38




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    the audited financial statements and related notes and other
    financial information which appear elsewhere in this Annual
    Report on
    Form 10-K.
    The following discussion contains forward-looking statements
    that involve risks and uncertainties. See the disclosure
    regarding Forward-Looking Statements in Item 1
    of this Annual Report. Our actual results could differ
    materially from the results contemplated by these
    forward-looking statements due to certain factors, including
    those factors discussed below and elsewhere in this Annual
    Report including in the Risk Factors section in
    Item 1A of this Annual Report.
  We use a 52- to 53-week fiscal year ending on the last Friday
    in August. Financial information for one of our subsidiaries,
    SMART Modular Technologies Indústria de Componentes
    Eletrônicos Ltda., is included in our consolidated
    financial statements on a one month lag.
  Overview
             39




---



##### Table of Contents



Key
    Business Metrics
    Net
    Sales
    Cost
    of Sales
    Research
    and Development Expenses
   40




---



##### Table of Contents



Selling,
    General and Administrative Expenses
    Critical
    Accounting Policies
      Revenue
    Recognition
     41




---



##### Table of Contents



Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Service revenue

$
40,212


$
36,843


$
41,360Cost of sales  service(1)


881,416



625,635



875,839Gross billings for services


921,628



662,478



917,199Plus: Product net sales


662,878



404,474



628,791Gross billings to customers

$
1,584,506


$
1,066,952


$
1,545,990Product net sales

$
662,878


$
404,474


$
628,791Service revenue


40,212



36,843



41,360Net sales

$
703,090


$
441,317


$
670,151     (1)
    
    Represents cost of sales associated with service revenue
    reported on a net basis.  Accounts
    Receivable
      Inventory
    Valuation
  and/or
 42




---



##### Table of Contents



Restructuring
    Charges
    Income
    Taxes
    year-to-date
    Impairment
    of Long-Lived Assets and Long-Lived Assets to be
    Disposed
    Stock-Based
    Compensation
  Compensation  Stock Compensation
 43




---



##### Table of Contents



Results
    of Operations
    Fiscal Year EndedAugust 27,


% of


August 28,


% of


August 29,


% of2010(1)


Sales


2009(1)


Sales


2008(1)


SalesNet sales

$
703.1



100
%

$
441.3



100
%

$
670.2



100
%Cost of sales


537.0



76
%


351.5



80
%


550.4



82
%Gross profit


166.1



24
%


89.8



20
%


119.7



18
%Research and development


25.1



4
%


19.8



4
%


20.2



3
%Selling, general, and administrative


60.1



9
%


55.5



13
%


59.8



9
%Goodwill impairment










10.4



2
%


3.2



Restructuring charges










2.8







1.9



In process research and development charge


















4.4



1
%Total operating expenses


85.2



12
%


88.5



20
%


89.5



13
%Income from operations


80.8



11
%


1.3







30.2



5
%Interest expense, net


(4.4
)


(1
)%


(6.6
)


(1
)%


(5.4
)


(1
)%Other income (expense), net


5.1



1
%


(0.5
)






2.6



Total other income (expense)


0.7







(7.1
)


(2
)%


(2.8
)


Income (loss) before provision for income taxes


81.5



12
%


(5.8
)


(1
)%


27.4



4
%Provision for income taxes


28.9



4
%


5.6



1
%


18.4



3
%Net income (loss)

$
52.6



7
%

$
(11.4
)


(3
)%

$
9.0



1
%     (1)
    
    Summations may not compute precisely due to rounding.  Fiscal
    Year Ended August 27, 2010 Compared to Fiscal Year Ended
    August 28, 2009
  Net Sales.
  Cost of Sales.
 44




---



##### Table of Contents



Gross Profit.
  Research and Development Expenses.
  Selling, General and Administrative
    Expenses.
  Goodwill Impairment.
  Restructuring Charges.
    Interest Expense, Net.
  Other Income (Expense), Net.
 45




---



##### Table of Contents



Provision for Income Taxes.
  Fiscal
    Year Ended August 28, 2009 Compared to Fiscal Year Ended
    August 29, 2008
  Note:
  Net Sales.
  Cost of Sales.
  Gross Profit.
  Research and Development Expenses and Write-off of Acquired
    In-process Research and Development.
  Selling, General and Administrative
    Expenses.
 46




---



##### Table of Contents



Restructuring Charges.
    Goodwill Impairment.
  Interest Expense, Net.
  Other Income (Expense), Net.
  Provision for Income Taxes.
  Out of Period Adjustment.
  Liquidity
    and Capital Resources
   47




---



##### Table of Contents



Debt
    Service
    Senior Secured Floating Rate Exchange Notes Due April 2012
    (the Notes).
  Senior Secured Revolving Line of Credit
    Facility.
  Capital
    Expenditures
  and/or
  Sources
    and Uses of Funds
  and/or
   48




---



##### Table of Contents



and/or
  Historical
    Trends
    Cash Flows from Operating Activities.
       49




---



##### Table of Contents



Cash Flows from Investing Activities.
  Cash Flows from Financing Activities.
  Share
    Repurchase Program
  Rule 10b5-1
  Contractual
    Obligations
    Payments
    Due by Period
  After 51 Year


2-3 Years


4-5 Years


Years


Total(In millions)Total debt

$



$
55.1


$



$



$
55.1Interest expense in connection with long-term debt


3.3



2.0











5.3Operating leases*


1.8



2.2



1.2



0.4



5.6Non-cancellable product purchase commitments


5.0















5.0Total contractual obligations

$
10.1


$
59.3


$
1.2


$
0.4


$
71.0     *
    
    Does not include rent expense related to a new lease for our
    Westford, Massachusetts facility, effective November 2010
    through March 2018. The cumulative lease obligation totals
    $3.6 million of which $0.3 million and
    $0.9 million relate to Years 1 and Years 2-3, respectively. 50




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
      Inflation
    Recent
    Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign
    Exchange Risks
    Interest
    Rate Risk
   51




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) Rule 15(d)-15(f)
    Internal Control-Integrated Framework
    Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) Rule 15d-15(e) Rule 13a-15 Rule 15d-15
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15 Rule 15d-15
  Item 9B.
    Other
    Information   52




---



##### 



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  Financial Statements
     
 PageAudited Financial Statements:Reports of Independent Registered Public
    Accounting Firm


54Consolidated Balance Sheets


56Consolidated Statements of Operations


57Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss)


58Consolidated Statements of Cash Flows


59Notes to Consolidated Financial Statements


60    Financial Statement Schedules
    
 Schedules:Schedule II  Valuation and
    Qualifying Accounts


88    Exhibits
   53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control  Integrated Framework
  KPMG
    LLP
    54




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework,
        Internal
    Control  Integrated Framework,
    KPMG
    LLP
    55




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  August 27,


August 28,2010


2009(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
115,474


$
147,658Accounts receivable, net of allowances of $1,660 and $1,591 as
    of August 27, 2010 and August 28, 2009, respectively


208,377



130,953Inventories


112,103



63,115Prepaid expenses and other current assets


33,488



12,628Total current assets


469,442



354,354Property and equipment, net


46,221



36,263Other non-current assets


21,217



4,585Other intangible assets, net


6,460



7,475Goodwill


1,061



1,061Total assets

$
544,401


$
403,738LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
151,885


$
68,928Accrued liabilities


29,318



16,615Total current liabilities


181,203



85,543Long-term debt


55,072



81,250Other long-term liabilities


4,546



2,120Total liabilities


240,821



168,913Commitments and contingenciesShareholders equity:Ordinary shares, $0.00016667 par value;
    600,000,000 shares authorized; 62,740,650 and
    61,904,788 shares issued and outstanding as of
    August 27, 2010 and August 28, 2009, respectively


10



10Additional paid-in capital


118,123



109,264Accumulated other comprehensive income


11,658



4,333Retained earnings


173,789



121,218Total shareholders equity


303,580



234,825Total liabilities and shareholders equity

$
544,401


$
403,738    56




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year EndedAugust 27,


August 28,


August 29,2010


2009


2008(In thousands, except per share data)Net sales

$
703,090


$
441,317


$
670,151Cost of sales(1)


537,034



351,478



550,420Gross profit


166,056



89,839



119,731Operating expenses:Research and development(1)


25,102



19,811



20,164Selling, general, and administrative(1)


60,120



55,505



59,849Goodwill impairment






10,416



3,187Restructuring charges






2,810



1,938In-process research and development charge










4,400Total operating expenses


85,222



88,542



89,538Income from operations


80,834



1,297



30,193Interest expense, net


(4,410
)


(6,609
)


(5,355
)Other income (expense), net


5,085



(520
)


2,557Total other expense


675



(7,129
)


(2,798
)Income (loss) before provision for income taxes


81,509



(5,832
)


27,395Provision for income taxes


28,938



5,571



18,421Net income (loss)

$
52,571


$
(11,403
)

$
8,974Net income (loss) per share, basic

$
0.84


$
(0.18
)

$
0.15Net income (loss) per share, diluted

$
0.81


$
(0.18
)

$
0.14Shares used in computing basic net income (loss) per share


62,344



61,699



60,985Shares used in computing diluted net income (loss) per share


64,942



61,699



63,555     (1)
    Stock-based compensation by category: Cost of sales

$
703


$
868


$
809Research and development


1,315



2,095



1,746Selling, general and administrative


5,202



5,512



4,716    57




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 AND
    COMPREHENSIVE INCOME (LOSS)
  AccumulatedAdditional


Deferred


Other








ComprehensiveOrdinary Shares


Paid-In


Stock-Based


Comprehensive


Retained


Shareholders


IncomeShares


Amount


Capital


Compensation


Income


Earnings


Equity


(Loss)(Dollars in thousands)Balances as of August 31, 2007


60,664,463


$
10


$
92,250


$
(335
)

$
6,083


$
123,418


$
221,426


$
63,544FIN 48 initial adoption adjustment






















229



229Stock option exercises


696,674







934















934Stock-based compensation expense










7,027



244











7,271Net changes in unrealized loss on derivative instruments
    accounted for as cash flow hedges


















(666
)






(666
)


(666
)Foreign currency translation


















8,715







8,715



8,715Tax benefit for stock option exercises










23















23Net income






















8,974



8,974



8,974Balances as of August 29, 2008


61,361,137



10



100,234



(91
)


14,132



132,621



246,906



17,023Repurchase of ordinary shares


(45,250
)






(84
)














(84
)Stock option exercises


588,901







729















729Stock-based compensation expense










8,384



91











8,475Net changes in unrealized gain on derivative instruments
    accounted for as cash flow hedges


















222







222



222Foreign currency translation


















(10,021
)






(10,021
)


(10,021
)Net loss






















(11,403
)


(11,403
)


(11,403
)Balances as of August 28, 2009


61,904,788



10



109,264







4,333



121,218



234,825



(21,202
)Stock option exercises


835,862







1,621















1,621Stock-based compensation expense










7,220















7,220Net changes in unrealized gain on derivative instruments
    accounted for as cash flow hedges


















1,149







1,149



1,149Foreign currency translation


















6,176







6,176



6,176Tax benefit for stock option exercises










18















18Net income






















52,571



52,571



52,571Balances as of August 27, 2010


62,740,650


$
10


$
118,123


$



$
11,658


$
173,789


$
303,580


$
59,896    58




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year EndedAugust 27, 2010


August 28, 2009


August 29, 2008(In thousands)Cash flows from operating activities:Net income (loss)

$
52,571


$
(11,403
)

$
8,974Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


17,001



13,077



12,700Stock-based compensation


7,220



8,475



7,271Changes in allowances for accounts receivable and sales returns


69



74



(1,000
)Amortization of debt issuance costs


961



973



800Loss on sale of assets


413



635



27Gain on early repayment of long-term debt


(1,178
)






Loss on display business divestiture


486







Write-off of acquired in-process technology










4,400Goodwill impairment






10,416



3,187Non-cash restructuring expense






(7
)


967Deferred income tax provision


(1,191
)


(47
)


9,343Net cash provided by operating activities before changes in
    working capital


76,352



22,193



46,669Changes in operating assets and liabilities:Accounts receivable


(75,942
)


59,942



(4,238
)Inventories


(48,358
)


(3,479
)


5,845Prepaid expenses and other assets


(33,510
)


1,381



(7,587
)Accounts payable


81,318



(23,746
)


(36,665
)Accrued expenses and other liabilities


15,715



(3,773
)


526Net changes in operating assets and liabilities:


(60,777
)


30,325



(42,119
)Net cash provided by operating activities


15,575



52,518



4,550Cash flows from investing activities:Cash paid for acquisition of business, net of cash acquired










(20,284
)Capital expenditures


(24,839
)


(14,609
)


(13,313
)Cash deposits on equipment


(3,137
)


(362
)


(533
)Net proceeds from display business divestiture


2,181







Proceeds from sale of assets


326



459



311Payment of contingent consideration






(6,562
)


Net cash used in investing activities


(25,469
)


(21,074
)


(33,819
)Cash flows from financing activities:Repayment of long-term debt


(25,000
)






Proceeds from issuance of ordinary shares from stock option
    exercises


1,633



729



934Excess tax benefits from share-based compensation


18







24Repayment of acquired line of credit










(940
)Payments for share repurchase






(84
)


Net cash (used in) provided by financing activities


(23,349
)


645



18Effect of exchange rate changes on cash and cash equivalents


1,059



(425
)


1,098Net (decrease) increase in cash and cash equivalents


(32,184
)


31,664



(28,153
)Cash and cash equivalents at beginning of period


147,658



115,994



144,147Cash and cash equivalents at end of period

$
115,474


$
147,658


$
115,994Supplemental disclosures of cash flow information:Cash paid during the year:Interest

$
5,019


$
7,264


$
8,350Taxes


28,489



6,267



9,405Non-cash activities information:Change in fair value of derivative instruments

$
76


$
342


$
933Accrued earn-out payments for acquisition of business










1,500    59




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 August 27, 2010, August 28, 2009 and
    August 29, 2008
  (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization
    and Operations of the Company      (b)
    Basis
    of Presentation    (c)
    Acquisition
    of Business    (d)
    Year-End    (e)
    Use of
    Estimates   60




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (f)
    Revenue
    Recognition  Revenue Recognition
      Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Service revenue

$
40,212


$
36,843


$
41,360Cost of sales  service(1)


881,416



625,635



875,839Gross billings for services


921,628



662,478



917,199Plus: Product net sales


662,878



404,474



628,791Gross billings to customers

$
1,584,506


$
1,066,952


$
1,545,990Product net sales

$
662,878


$
404,474


$
628,791Service revenue


40,212



36,843



41,360Net sales

$
703,090


$
441,317


$
670,151     (1)
    
    Represents cost of sales associated with service revenue
    reported on a net basis.  (g)
    Cash
    and Cash Equivalents    (h)
    Allowance
    for Doubtful Accounts   61




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (i)
    Inventories    (j)
    Property
    and Equipment    Asset

PeriodBuildings


20 to 50 yearsManufacturing equipment


3 to 5 yearsOffice furniture, software, computers, and equipment


2 to 5 yearsLeasehold improvements*


2 to 70 years     *
    
    Includes our Penang facility which is situated on leased land,
    with a term expiring in 2070.  (k)
    Goodwill  Intangibles 
    Goodwill and Other
     62




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        August 29,


Fiscal 2009 Activity


August 28,


August 27,2008


Additions


Impairment


2009


2010*Reporting unit:Memory, Display & Embedded

$



$



$



$



$
Adtron


7,210



4,267



(10,416
)


1,061



Company


















1,061Total Goodwill

$
7,210


$
4,267


$
(10,416
)

$
1,061


$
1,061     *
    
    In fiscal 2010, with the change to one operating and reportable
    segment, the goodwill balance of $1.1 million applied to a
    single company-wide reporting unit.  (l)
    Other
    Intangible Assets, net    Weighted Avg.


Value at Date of


Accumulated


Carrying Value atLife (Years)


Acquisition


Amortization


August 27, 2010Amortized intangible assets:Customer relationships


7


$
3,700


$
925


$
2,775Technology


4



2,800



1,000



1,800Company trade name


17



2,040



255



1,785Leasehold interest


1



260



203



57Product names


6



60



17



43Total


11


$
8,860


$
2,400


$
6,460    63




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Estimated Amortization Expense:

Amount2011

$
9362012


8792013


8792014


8782015


678Thereafter


2,210Total

$
6,460   (m)
    Impairment
    of Long-Lived Assets  Property, Plant and
    Equipment
  (n)
    Research
    and Development Expense    (o)
    Income
    Taxes    (p)
    Foreign
    Currency Translation     64




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (q)
    Stock-Based
    Compensation  Compensation  Stock
    Compensation
    Stock
    Options
  10-year
    Option
    Exchange
        Summary
    of Assumptions and Activity
   65




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedAugust 27,

August 28,

August 29,2010

2009

2008Stock options:Expected term (years)


4.7



5.2



5.1Expected volatility


78
%


69
%


51
%Risk-free interest rate


1.49
%


2.26
%


3.56
%Expected dividends










     WeightedAverageWeighted


RemainingAverage


Contractual


AggregateExercise


Term


IntrinsicShares


Price


(Years)


ValueOptions outstanding at August 31, 2007


6,359


$
4.75Options granted


3,490



7.01Options exercised


(697
)


1.34Options forfeited and cancelled


(694
)


7.75Options outstanding at August 29, 2008


8,458


$
5.72



7.8


$
6,584Options exercisable at August 29, 2008


4,131


$
3.80



3.4


$
6,327Options vested and expected to vest at August 29, 2008


8,064


$
5.62



7.8


$
6,575Options outstanding at August 29, 2008


8,458


$
5.72Options granted


2,361



2.84Options exercised


(589
)


1.24Options forfeited and cancelled


(1,434
)


7.29Options outstanding at August 28, 2009


8,796


$
4.99



7.3


$
9,734Options exercisable at August 28, 2009


5,058


$
4.68



6.4


$
7,654Options vested and expected to vest at August 28, 2009


8,507


$
5.01



7.2


$
9,516Options outstanding at August 28, 2009


8,796


$
4.99Options granted


3,323
*


5.53Options exercised


(770
)


2.12Options forfeited and cancelled


(2,915
)**


8.11Options outstanding at August 27, 2010


8,434


$
4.39



6.96


$
11,234Options exercisable at August 27, 2010


4,695


$
3.95



6.00


$
8,905Options vested and expected to vest at August 27, 2010


8,144


$
4.36



6.90


$
11,093     *
    
    Includes new options granted (1,864) in connection with the
    Option Exchange.**
    
    Includes options cancelled (2,450) in connection with the Option
    Exchange. 66




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         WeightedAverageGrant Date FairShares


Value per ShareNon-vested stock options at August 28, 2009


3,738


$
2.87Non-vested stock options granted


3,323
*

$
2.85Vested stock options


(1,816
)

$
2.47Forfeited stock options


(1,507
)**

$
4.11Non-vested stock options at August 27, 2010


3,739


$
2.61     *
    
    Includes new options granted (1,864) in connection with the
    Option Exchange.**
    
    Includes options cancelled (2,450) in connection with the Option
    Exchange, offset by cancelled vested and non-exercised options.    Restricted
    Stock Units (RSUs)
         67




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedAugust 27, 2010Market-based RSUs:Expected term (years)

2.73  3.04Expected volatility

70.1%Risk-free interest rate

1.26% to 1.48%Expected dividends

     WeightedAverage


AggregateGrant Date


IntrinsicShares


Fair Value


ValueAwards outstanding at August 28, 2009


69


$
2.95Awards granted


1,176



5.25Awards vested


(69
)


2.93Awards forfeited and cancelled


(23
)


5.20Awards outstanding at August 27, 2010


1,153


$
5.25


$
5,641       (r)
    Loss
    Contingencies    (s)
    Comprehensive
    Income (Loss)   68




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (t)
    Concentration
    of Credit Risk    (u)
    Net
    Income (Loss) Per Share      Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Numerator:Net income (loss)

$
52,571


$
(11,403
)

$
8,974Denominator:Weighted average ordinary shares


62,344



61,699



60,985Effect of dilutive ordinary shares:Stock options


2,598







2,570Weighted average ordinary shares, diluted


64,942



61,699



63,555Net income (loss) per ordinary share, basic

$
0.84


$
(0.18
)

$
0.15Net income (loss) per ordinary share, diluted

$
0.81


$
(0.18
)

$
0.14    69




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (v)
    Correction
    of an Out of Period Error    Nine MonthsEnded


Ended Fiscal YearMay 29,


August 31,


August 29,2009


2007


2008


TotalCost of sales

$
91,504


$
52,295


$
25,450


$
169,249Research and development


199,899



97,366



136,001



433,266Selling, general and administrative


531,611



305,370



296,282



1,133,263Additional stock-compensation expense

$
823,014


$
455,031


$
457,733


$
1,735,778   (w)
    New
    Accounting Pronouncements  Financial
    Instruments,
  Business Combinations
    2009-16, Accounting for Transfers of Financial Assets Accounting for Transfers of Financial
    Assets) 2009-16, 2009-16
  2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities Amendments to FASB Interpretation No. 46
    (R)
 70




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009-17
  2009-13, Revenue Recognition 605) 
    Multiple-Deliverable Revenue Arrangements 605-25, Revenue Recognition-Multiple Element Arrangements 2009-13 2009-13
  2009-14, Software Certain Revenue
    Arrangements that Include Software Elements 965-605, Software-Revenue Recognition 2009-14 2009-14
  (2)
    Related
    Party Information      (3)
    Balance
    Sheet Details  Inventories
    August 27,


August 28,2010


2009Raw materials

$
44,180


$
20,207Work in process


13,309



4,716Finished goods


54,614



38,192Total inventories*

$
112,103


$
63,115  71




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    *
    
    As of August 27, 2010 and August 28, 2009, 41% and
    47%, respectively, of total inventories represented inventory
    held under service arrangements.  Prepaid
    Expenses and Other Current Assets
    August 27,


August 28,2010


2009Prepaid ICMS Taxes in Brazil*

$
11,277


$
Brazil ICMS assessment*


4,115



3,508Prepayment on fixed asset taxes


2,122



1,209Unbilled receivables


6,182



4,579Receivable from subcontractor


3,594



Deferred and other income taxes


1,197



235Other prepaid expense and other current assets


5,001



3,097Total prepaid expenses and other current assets

$
33,488


$
12,628     *
    
    See Note 8(d) Contingencies.  Property
    and Equipment, Net
    August 27,


August 28,2010


2009Buildings

$



$
539Office furniture, software, computers, and equipment


5,751



5,409Manufacturing equipment


78,901
*


56,926Leasehold improvements**


18,317



16,893102,969



79,767Less accumulated depreciation and amortization


56,748
*


43,504Net property and equipment

$
46,221


$
36,263     *
    
    The Company reduced the useful life of certain manufacturing
    equipment with net book value of $2.4 million as of
    May 28, 2010 to reflect its updated estimate of the
    remaining useful life which resulted in additional depreciation
    expense of $1.2 million in fiscal 2010.**
    
    Includes our Penang facility which is situated on leased land.     72




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Non-Current Assets
    August 27,


August 28,2010


2009Prepaid Brazil ICMS Taxes*

$
6,358


$
Judicial deposit related to Brazil ICMS assessment*


4,115



Prepayment on property and equipment taxes


4,114



1,902Deposit on property and equipment


3,076



Capitalized loan costs


637



1,295Other


2,917



1,388Total other non-current assets

$
21,217


$
4,585     *
    
    See Note 8(d) Contingencies.  Accrued
    Liabilities
    August 27,


August 28,2010


2009Accrued employee compensation

$
15,406


$
6,158VAT and other transaction taxes payable


5,966



1,758Income taxes payable


3,145



87Accrued warranty reserve


732



694Other accrued liabilities


4,069



7,918Total accrued liabilities

$
29,318


$
16,615   (4)
    Income
    Taxes    Year EndedAugust 27,


August 28,


August 29,2010


2009


2008U.S.

$
(15,058
)

$
(28,915
)

$
(19,017
)Non-U.S.


96,567



23,083



46,412Total

$
81,509


$
(5,832
)

$
27,395  73




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Current:Federal

$
(144
)

$
(21
)

$
(102
)State


143



93



56Foreign


30,130



5,546



9,12430,129



5,618



9,078Deferred:Federal and state










9,630Foreign


(1,191
)


(47
)


(287
)(1,191
)


(47
)


9,343$
28,938


$
5,571


$
18,421     Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Statutory tax rate


35.0
%


(35.0
)%


35.0
%Foreign income taxes at different rates


(1.5
)


4.9



(17.2
)State income tax, net of federal tax benefit


(0.8
)


1.6



Tax holiday  Malaysia


(4.3
)


(45.1
)


(10.7
)Change in valuation allowance


7.3



168.4



54.2Non-deductible in process research and development










5.6Other, net


(0.2
)


0.8



0.335.5
%


95.6
%


67.2
%  74




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    August 27,


August 28,2010


2009Deferred tax assets:Accruals and allowances

$
2,971


$
2,663Stock-based compensation


9,133



6,337Research and other tax credits carryforwards


2,798



2,237Property and equipment


254



115Net operating loss carryover


20,410



20,572Deferred tax assets


35,566



31,924Valuation allowance


(31,188
)


(28,358
)Net deferred tax assets


4,378



3,566Deferred tax liabilities:Purchase accounting intangibles


(2,536
)


(2,915
)Deferred tax liabilities


(2,536
)


(2,915
)Net deferred tax assets

$
1,842


$
651         Share-Based Payment
   75




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009-06, 2009-06
    AmountBalance as of August 28, 2009

$
0.3Increase in unrecognized tax benefits related to prior year tax
    positions


Decreases in unrecognized tax benefits related to prior year tax
    positions


Increase in unrecognized tax benefits related to current year
    tax positions


0.1Decrease in unrecognized tax benefits related to settlements
    with tax authorities


Reductions in unrecognized tax benefits due to lapse of
    applicable statue of limitations


(0.2
)Balance as of August 27, 2010

$
0.2      76




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    non-U.S. jurisdictions,
  (5)
    Long Term
    Debt  Senior
    Secured Floating Rate Notes
      and/or
  Financial Instruments
  Senior
    Secured Revolving Line of Credit
   77




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
   78




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Financial
    Instruments  Fair
    Value of Financial Instruments
  Fair Value Measurements and Disclosures,
      
    Level 1.  Valuations based on quoted
    prices in active markets for identical assets or liabilities
    that an entity has the ability to access. The Companys
    Level 1 assets include money market funds and certificates
    of deposit that are classified as cash equivalents.
    Level 2.  Valuations based on quoted
    prices for similar assets or liabilities, quoted prices for
    identical assets or liabilities in markets that are not active,
    or other inputs that are observable or can be corroborated by
    observable data for substantially the full term of the assets
    and liabilities. The Companys Level 2 liabilities as
    of August 28, 2009 included its
    variable-to-fixed
    interest rate swap which expired in April 2010. Thus, the
    Company had no Level 2 liabilities as of August 27,
    2010.
    Level 3.  Valuations based on inputs that
    are supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities. The
    Company does not have any assets or liabilities measured under
    Level 3. 79




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Quoted Prices in


Observable/Active Markets


Unobservablefor Identical


Inputs


SignificantAssets or


Corroborated by


UnobservableLiabilities


Market Data


InputsLevel 1


Level 2


Level 3


TotalBalances as of August 27, 2010:Assets:Cash from checking and savings accounts

$
45.7


$



$



$
45.7Money market funds


69.8











69.8Total assets measured at fair value(1)

$
115.5


$



$



$
115.5Balances as of August 28, 2009:Assets:Cash from checking and savings accounts

$
44.5


$



$



$
44.5Money market funds


79.2











79.2Certificates of deposit


24.0











24.0Total assets measured at fair value(1)

$
147.7


$



$



$
147.7Liabilities:Current
    variable-to-fixed
    interest rate swap

$



$
(1.3
)

$



$
(1.3
)Total liabilities measured at fair value

$



$
(1.3
)

$



$
(1.3
)     (1)
    
    Included in cash and cash equivalents on the Companys
    consolidated balance sheet.  Derivative
    Instruments
  3-month Derivatives and Hedging
  (7)
    Employee
    Benefit Plans  (a)
    Stock
    Option Plan  4-year 10-year
 80




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options VestedWeighted AverageRemaining


Weighted





WeightedOptions


Contractual Life


Average Exercise





Average ExerciseRange of Exercise Prices

Outstanding


(Years)


Price


Shares Vested


Price$0.17


1,348



3.81


$
0.17



1,348


$
0.17$0.93  $2.72


384



6.36


$
1.59



279


$
1.49$2.84


1,402



8.05


$
2.84



620


$
2.84$2.95  $4.74


907



7.30


$
4.09



495


$
4.24$4.78  $5.20


757



8.87


$
5.15



199


$
5.11$5.38


1,627



6.88


$
5.38



652


$
5.38$5.69  $7.50


1,403



8.20


$
6.87



568


$
7.04$7.51  $12.36


517



6.32


$
9.48



453


$
9.62$13.34


50



6.67


$
13.34



42


$
13.34$14.96


40



5.17


$
14.96



40


$
14.96$0.17  $14.96


8,434



6.96


$
4.39



4,695


$
3.95   (b)
    Savings
    and Retirement Program    (8)
    Commitments
    and Contingencies  (a)
    Commitments     81




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndingAugust*2011

$
1,8452012


1,4942013


7272014


5252015


6172016 and thereafter


432$
5,640     *
    
    The future minimum lease payments listed above do not include
    the new lease entered in Westford, Massachusetts, effective
    November 2010.  (b)
    Product
    Warranty and Indemnities      Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Beginning accrued warranty reserve

$
694


$
765


$
722Warranty claims


(1,088
)


(1,046
)


(1,208
)Provision for product warranties


1,126



975



1,251Ending accrued warranty reserve

$
732


$
694


$
765       (c)
    Legal
    Matters   82




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (d)
    Contingencies  and/or and/or
       83




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  (9)
    Restructuring      Severance and


Assets/FacilityBenefits


Related


Other


TotalAccrual as of August 28, 2008

$
572


$



$
258


$
830Provision


2,260



179



371



2,810Non-cash charges










(7
)


(7
)Cash payment


(2,822
)


(179
)


(622
)


(3,623
)Accrual as of August 28, 2009


10











10Release


(10
)










(10
)Accrual as of August 27, 2010

$



$



$



$
     (10)
    Segment
    Information and Geographic Information   84




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Geographic net sales:U.S.

$
209,699


$
190,306


$
367,502Brazil


305,667



114,973



119,151Other Americas


18,739



10,830



15,804Asia


133,248



82,515



100,428Europe


35,737



42,693



67,266$
703,090


$
441,317


$
670,151   August 27,


August 28,2010


2009Property and equipment, net:U.S.

$
6,298


$
7,724Brazil


32,175



22,654Asia


7,705



5,845Europe


43



40$
46,221


$
36,263   (11)
    Major
    Customers    Year EndedAugust 27, 2010

August 28, 2009

August 29, 2008Amount

Percent

Amount

Percent

Amount

PercentCustomer A

$
151,943



22
%

$
122,665



28
%

$
259,639



39
%Customer B

$
111,088



16
%

$
59,258



13
%

$
83,710



12
%Customer C

$
99,063



14
%

$
41,571



9
%

$
39,067



6
%    85




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Other
    Income (Expense), Net    Year EndedAugust 27,


August 28,


August 29,2010


2009


2008Foreign currency gains (losses)

$
108


$
(868
)

$
2,415Gain on legal settlement*


3,044







Gain on early repayment of long-term debt


1,178







Other


755



348



142Total other income (expense), net

$
5,085


$
(520
)

$
2,557     *
    
    In December 2009, the Company received this settlement as a
    non-active participant class member in a class action against
    certain component suppliers initiated in 2002.  (13)
    Subsidiary
    Guarantors    (14)
    Subsequent
    Events    Form S-8
 86




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##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Selected
    Quarterly Financial Data (Unaudited)    Three Months EndedNov. 28,


Feb. 27,


May 29,


Aug. 28,


Nov. 27,


Feb. 26,


May 28,


Aug. 27,2008


2009


2009


2009


2009


2010


2010


2010(In thousands, except for per share data)Statement of Operations Data:Net sales

$
140,775


$
109,089


$
91,645


$
99,808


$
123,093


$
160,110


$
201,235


$
218,652Cost of sales


114,959



85,022



73,008



78,489



94,327



118,097



155,738



168,872Gross profit


25,816



24,067



18,637



21,319



28,766



42,013



45,497



49,780Operating expenses:Research and development


5,436



5,142



4,478



4,755



5,730



5,219



6,657



7,496Selling, general and administrative


14,467



13,782



13,585



13,671



13,366



14,331



16,340



16,083Goodwill impairment


7,210



3,206























Restructuring charges


886



935



989



















Total operating expenses


27,999



23,065



19,052



18,426



19,096



19,550



22,997



23,579Income (loss) from operations


(2,183
)


1,002



(415
)


2,893



9,670



22,463



22,500



26,201Interest expense, net


(1,752
)


(1,698
)


(1,629
)


(1,530
)


(1,663
)


(1,163
)


(837
)


(747
)Other income (expense), net


(766
)


109



26



111



1,292



3,225



608



(40
)Total other income (expense)


(2,518
)


(1,589
)


(1,603
)


(1,419
)


(371
)


2,062



(229
)


(787
)Income (loss) before provision for income taxes


(4,701
)


(587
)


(2,018
)


1,474



9,299



24,525



22,271



25,414Provision for income taxes


2,177



1,263



368



1,763



4,717



8,433



7,354



8,434Net income (loss)

$
(6,878
)

$
(1,850
)

$
(2,386
)

$
(289
)

$
4,582


$
16,092


$
14,917


$
16,980Net income (loss) per ordinary share, basic

$
(0.11
)

$
(0.03
)

$
(0.04
)

$
(0.00
)

$
0.07


$
0.26


$
0.24


$
0.27Net income (loss) per ordinary share, diluted

$
(0.11
)

$
(0.03
)

$
(0.04
)

$
(0.00
)

$
0.07


$
0.25


$
0.23


$
0.26Shares used in computing basic net income (loss) per ordinary
    share


61,507



61,673



61,738



61,863



61,974



62,211



62,463



62,662Shares used in computing diluted income (loss) per ordinary share


61,507



61,673



61,738



61,863



64,016



65,010



65,502



65,175      87




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##### Table of Contents



CONSOLIDATED
    FINANCIAL STATEMENT SCHEDULE
  The
    consolidated financial statement Schedule II 
    VALUATION AND QUALIFYING 
    ACCOUNTS is filed as part of this Annual Report on
    Form 10-K.
  SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at





Balancebeginning

Charged to



at EndDescription

of Year

Operations

(Deductions)

of Year(In thousands)Year ended August 27, 2010:Allowance for doubtful accounts receivable, credits and returns

$
1,591


$
1,314


$
(1,245
)

$
1,660Year ended August 28, 2009:Allowance for doubtful accounts receivable, credits and returns

$
1,517


$
1,801


$
(1,727
)

$
1,591Year ended August 29, 2008:Allowance for doubtful accounts receivable, credits and returns

$
2,517


$
1,160


$
(2,160
)

$
1,517  88




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC.
  SIGNATURES
    SMART MODULAR TECHNOLOGIES (WWH), INC.
  By:
    /s/  IAIN
    MACKENZIE   Title:
    President and Chief Executive Officer (Principal Executive Officer)
      Signature

Title

Date/s/  IAIN
    MacKENZIEIain
    MacKenzie
    (Principal Executive Officer)

President, Chief Executive
    Officer and Director
    (Principal Executive Officer)

November 3, 2010/s/  BARRY
    ZWARENSTEINBarry
    Zwarenstein
    (Principal Accounting Officer)

Senior Vice President and
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

November 3, 2010/s/  AJAY
    SHAHAjay
    Shah

Chairman of the Board of Directors

November 3, 2010/s/  HARRY
    W. (WEBB) McKINNEYHarry
    W. (Webb) McKinney

Director

November 3, 2010/s/  MUKESH
    PATELMukesh
    Patel

Director

November 3, 2010/s/  CLIFTON
    THOMAS WEATHERFORDClifton
    Thomas Weatherford

Director

November 3, 2010/s/  DENNIS
    McKENNADennis
    McKenna

Director

November 3, 2010/s/  KIMBERLY
    E. ALEXYKimberly
    E. Alexy

Director

November 3, 2010  89




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##### Table of Contents



Exhibit No.

Document2
.1*

Transaction Agreement, dated February 11, 2004, by and
    among Solectron Corporation, Solectron Global Holdings L.P.,
    Solectron Serviços E Manufactura Do Brasil Ltda., SMART
    Modular Technologies, Inc., Modular, Inc., Modular Merger
    Corporation and Modular (Cayman) Inc.3
.1*(1)

Form of Amended and Restated Memorandum of Association of the
    Company3
.2*(1)

Form of Amended and Restated Articles of Association of the
    Company4
.1*(2)

Indenture, dated as of March 28, 2005, among the Company,
    the guarantors party thereto and U.S. Bank National Association,
    as trustee4
.2

[Reserved]4
.3*(2)

Form of Note (included in Exhibit 4.1)4
.4*(2)

Form of Exchange Note (included in Exhibit 4.1)4
.5*(2)

Security Agreement, dated as of March 28, 2005, among the
    Company, the guarantors party thereto and U.S. Bank National
    Association, as trustee4
.6*(2)

Intercreditor Agreement, dated as of March 28, 2005, among
    Wells Fargo Foothill, Inc., as Credit Agent, U.S. Bank National
    Association, as trustee, and the Company4
.7*(2)

Intercompany Subordination Agreement, dated as of March 28,
    2005, among U.S. Bank National Association, as trustee, the
    Company and the other obligors party thereto4
.8

[Reserved]4
.9

[Reserved]4
.10*(17)

Amended and Restated Loan and Security Agreement, dated as of
    April 30, 2007, by and among the Company, SMART Modular
    Technologies (Europe) Limited, SMART Modular Technologies
    (Puerto Rico) Inc., Wells Fargo Bank, National Association, as
    Arranger and Administrative Agent, and certain other persons
    named therein4
.11*(17)

Amended and Restated Intercompany Subordination Agreement, dated
    as of April 30, 2007, by and among the Company, SMART
    Modular Technologies, Inc., SMART Modular Technologies (Europe)
    Limited, SMART Modular Technologies (Puerto Rico), Inc., Wells
    Fargo Foothill, Inc., as Agent, and certain other persons named
    therein4
.12*(17)

Form of Amended and Restated Guaranty10
.1(2)

Form of Indemnification Agreement10
.2*(1)

Form of Amended and Restated Stock Incentive Plan10
.3*(1)

Form of Stock Option Agreement10
.4*(2)

Offer Letter, dated February 11, 2004, from Modular, L.L.C.
    to Iain MacKenzie10
.5*(2)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Alan Marten10
.6*(2)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Wayne Eisenberg10
.7*(2)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Michael Rubino10
.8

[Reserved]10
.9

[Reserved]10
.10

[Reserved]10
.11*(2)

ISDA Master Agreement, dated as of April 20, 2005, between
    Wells Fargo Foothill, Inc. and SMART Modular Technologies (WWH),
    Inc.10
.12*(2)

Lease Agreement, dated April 16, 2004, by and between
    Solectron USA, Inc. and SMART Modular Technologies, Inc., as
    amended (relating to the property at 4211 Starboard Drive,
    Fremont, California)10
.13*(3)

Corporate Purchase Agreement, dated as of May 1, 2001, by
    Compaq Computer Corporation and by SMART Modular Technologies,
    Inc. 90




---



##### Table of Contents



Exhibit No.

Document10
.14*(4)

Amendment to Corporate Purchase Agreement, dated
    September 1, 2004, between SMART Modular Technologies, Inc.
    and Hewlett-Packard Company10
.15*(4)

Amendment Number 2 to Corporate Purchase Agreement, dated
    January 20, 2005, between SMART Modular Technologies, Inc.
    and Hewlett-Packard Company10
.16*(2)

Advisory Agreement, dated April 16, 2004, between SCP
    Management Company, L.L.C. and SMART Modular Technologies, Inc.10
.17*(2)

Letter Amendment, dated June 17, 2005, to Advisory
    Agreement dated April 16, 2004, between SCP Management
    Company, L.L.C. and SMART Modular Technologies, Inc.10
.18*(2)

Advisory Agreement, dated April 16, 2004, among SMART
    Modular Technologies, Inc., T3 GenPar II, L.P., TPG GenPar III,
    L.P., and TPG GenPar IV, L.P.10
.19*(2)

Advisory Agreement, dated April 16, 2004, between SMART
    Modular Technologies, Inc. and Francisco Partners, L.P.10
.20*(1)

Form of Amendment No. 2 to the Advisory Agreement filed as
    Exhibit 10.1610
.21*(1)

Form of Amendment No. 1 to the Advisory Agreement filed as
    Exhibit 10.1810
.22*(1)

Form of Amendment No. 1 to the Advisory Agreement filed as
    Exhibit 10.1910
.23*(1)

Form of Amended and Restated Indemnification Agreement10
.23*(5)

Employment Agreement of Iain MacKenzie, dated December 18,
    200710
.24*(6)

Agreement and Plan of Merger, dated February 12, 2008, by
    and among Adtron Corporation, SMART Modular Technologies, Inc.,
    and Armor Acquisition Corporation (Merger Sub) and
    Alan Fitzgerald (Equity Holders Representative)10
.25*(7)

Consulting Agreement, effective as of April 30, 2008,
    between SMART Modular Technologies (WWH), Inc. and FLG Partners,
    LLC10
.26*(8)

Employment Agreement of Barry Zwarenstein, dated July 19,
    200810
.27*(9)

SMART Modular Technologies, Inc. 2009 RSU Time-based Agreement10
.28*(9)

SMART Modular Technologies, Inc. 2009 Performance-based Agreement10
.29*(10)

First Amendment to Second Amended and Restated Loan and Security
    Agreement dated November 26, 200810
.30*(11)

Lease Agreement, dated March 18, 2009, by and between
    Newark Eureka Industrial Capital LLC and Smart Modular
    Technologies, Inc.10
.31*(12)

Second Amendment to Second Amended and Restated Loan and
    Security Agreement, dated August 14, 2009.10
.32

[Reserved]10
.33*(14)

Form of Second Amended and Restated Indemnification Agreement10
.34*(14)

Form of Time-based RSU Agreement (for Employees)10
.35*(14)

Form of Time-based RSU Agreement (for Directors)10
.36*(14)

Form of Performance-based RSU Agreement (for Employees)10
.37*(15)

Third Amendment to Second Amended and Restated Loan and Security
    Agreement, dated April 30, 201014
.1*(16)

SMART Modular Technologies Code of Ethics for Officers and
    Directors21
.1

Subsidiaries of the Company23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Certification of Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232


Certification of Principal Executive Officer and Principal
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002  91




---



##### Table of Contents



*
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 1 to the Companys Registration Statement on
    Form S-1,
    filed on November 30, 2005 (File
    No. 333-129134).*(1)
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 3 to the Companys Registration Statement on
    Form S-1,
    filed on January 10, 2006 (File
    No. 333-129134).*(2)
    
    Incorporated by reference to the Exhibits filled with the
    Companys Registration Statement on
    Form S-4,
    filed on August 11, 2005 (File
    No. 333-127442).*(3)
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    filed on December 20, 2005 (File
    No. 333-129134).*(4)
    
    Incorporated by reference to the Exhibits filed with the
    Companys Registration Statement on
    Form S-1,
    filed on October 19, 2005 (File
    No. 333-129134).*(5)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Quarterly Report on
    Form 10-Q,
    filed on January 4, 2008 (File No. 000-51771)*(6)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Quarterly Report on
    Form 10-Q,
    filed on April 4, 2008 (File No. 000-51771)*(7)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Current Report on
    Form 8-K,
    filed on April 30, 2008 (File No. 000-51771)*(8)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Current Report on
    Form 8-K,
    filed on September 10, 2008 (File No. 000-51771)*(9)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Annual Report on
    Form 10-K,
    filed on November 12, 2008 (File No. 000-51771)*(10)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Current Report on
    Form 8-K,
    filed on December 3, 2008 (File No. 000-51771)*(11)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Quarterly Report on
    Form 10-Q,
    filed on April 7, 2009 (File No. 000-51771)*(12)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Quarterly Report on
    Form 10-Q,
    filed on August 18, 2009 (File No. 000-51771)*(13)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Current Report on
    Form 8-K,
    filed on September 16, 2009 (File No. 000-51771)*(14)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Quarterly Report on
    Form 10-Q,
    filed on January 6, 2010 (File No. 000-51771)*(15)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Current Report on
    Form 8-K,
    filed on June 14, 2010 (File No. 000-51771)*(16)
    
    Incorporated by reference to the Exhibit filed with the
    Companys Annual Report on
    Form 10-K,
    filed on November 13, 2007 (File No. 000-51771)*(17)
    
    Incorporated by reference to the Exhibits filed with the
    Companys Current Report on
    Form 8-K,
    filed on May 2, 2007 (File No.
    000-51771) 92